Yours faithfully,

For and on behalf of Compania Panamena de Aviacion, S.A.

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 Name:
 Title:

ACKNOWLEDGEMENT AND AGREEMENT OF
ASSIGNOR AND ASSIGNEE:

The agreements of Compania Panamena de Aviacion, S.A. ("COPA") set forth in the
foregoing Acknowledgment are hereby acknowledged and agreed to by each of
Assignor and \_\_\_\_\_\_\_\_\_\_\_\_ ("Assignee") in all respects, and so far as the
obligations of COPA set forth above would otherwise be incompatible with the
obligations of COPA to the Assignor under the Lease, the obligations of COPA
under the Lease shall be modified accordingly.

ASSIGNOR:
Wells Fargo Bank Northwest, N.A.,
 not in its individual capacity,
 but solely as trustee under
 the Trust Agreement

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 Name:
 Title:

ASSIGNEE:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

 146


 PART 3

 FORM OF LETTER OF QUIET ENJOYMENT FROM OWNER

[Date]

COMPANIA PANAMENA DE AVIACION, S.A.

 \_\_\_\_\_\_\_\_\_\_\_, 200\_

Dear Sirs,

Boeing B[ ] Aircraft with Manufacturer's Serial Number \_\_\_\_\_ (the "Aircraft")